Page 3 of 7 – SEC Filing
| Cusip No. 40434H 10 4 | 13D/A1 | Page 3 of 7 |
Item
1. Security and Issuer.
This Amendment No. 1 to Schedule
13D amends and supplements the statement on Schedule 13D originally filed on May 15, 2015 (the “Schedule 13D”) with
respect to the shares of common stock, par value $0.001 per share (the “Common Stock”), of HTG Molecular Diagnostics,
Inc., a Delaware corporation (the “Issuer”). GlaxoSmithKline plc is filing this amendment to reflect its new percentage
beneficial ownership in the Issuer, which has decreased as a result of disposition of shares of Common Stock as well as an increase
in the shares of Common Stock outstanding of the Issuer. The Issuer’s principal executive offices are located at 3430 E.
Global Loop, Tucson, Arizona 85706. Unless otherwise
indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule
13D is hereby amended by deleting Schedule 1 in its entirety, and replacing it with Schedule 1 attached hereto as well as deleting
the second paragraph in its entirety and replacing it with the following:
On September 30, 2016, GlaxoSmithKline plc agreed to a settlement
with the SEC relating to an investigation into the commercial practices of certain subsidiaries of GlaxoSmithKline plc in China.
The SEC’s order found that GlaxoSmithKline plc violated the internal controls and books and records provisions of the U.S.
Foreign Corrupt Practices Act (the “FCPA”). GlaxoSmithKline plc consented to the order without admitting or denying
the findings, and agreed to pay a $20 million civil penalty. GlaxoSmithKline plc also agreed to provide status reports to the SEC
for the next two years on its remediation and implementation of anti-corruption compliance measures.
Other than as set forth above in this Item 2, during the last
five years prior to the date hereof, neither GlaxoSmithKline plc nor, to the best knowledge of GlaxoSmithKline plc, any of the
other persons with respect to whom information is given in response to this Item 2 has been convicted in a criminal proceeding
or been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
Item 4. Purpose of Transaction
The response set forth in Item 4 (A) of the
Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:
Effective
October 27, 2015, Simeon J. George, M.D. voluntarily retired from the Board of Directors
of the Issuer (the “Board”), as Chairman of the Compensation Committee of the Board and as a member of the Nominating
and Governance Committee of the Board. Dr. George’s retirement was in accordance with the investment policies of S.R.
One.
Item 5. Interest in Securities of the Issuer.
The response set forth in Items 5 (a) and (b) of the Schedule 13D
is hereby amended by deleting the previous response in its entirety and replacing it with the following:
| a. | On March 27, 2017 S.R. One disposed of 300,000 shares of Common Stock at a price of $10.1506 per share. As a result, GlaxoSmithKline plc beneficially owns 792,781shares of Common Stock which represents 9.8% of the 8,052,451 shares of Common Stock outstanding as of March 17, 2017. The 792,781shares of Common Stock that GlaxoSmithKline plc beneficially owns includes 43,538 shares of the Issuer’s Common Stock deliverable upon the exercise of a warrant that is exercisable at any time at an exercise price of $14.00. |
| b. | GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 792,781 shares of Common Stock described in Item 5a above. |
